Specification of Required Subordinated Amount and Other Terms Sample Clauses

Specification of Required Subordinated Amount and Other Terms. (a) For the Class A(2004-9) Notes for any date of determination, the Class A Required Subordinated Amount of Class B Notes will be an amount equal to 8.47953% of (i) prior to the occurrence of a Class A(2004-9) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-9) Notes on such date of determination or (ii) on and after the date on which a Class A(2004-9) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-9) Notes on such date of determination and (2) the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-9) Notes as of the close of business on the day immediately preceding the date on which such Class A(2004-9) Adverse Event shall have occurred. (b) For the Class A(2004-9) Notes for any date of determination, the Class A Required Subordinated Amount of Class C Notes will be an amount equal to 8.47953% of (i) prior to the occurrence of a Class A(2004-9) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-9) Notes on such date or (ii) on and after the date on which a Class A(2004-9) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-9) Notes on such date of determination and (2) Adjusted Outstanding Dollar Principal Amount of the Class A(2004-9) Notes as of the close of business on the day immediately preceding the date on which such Class A(2004-9) Adverse Event shall have occurred. (c) The Issuer may change the percentages or the formulas set forth in either clause (a) or (b) above without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Class A(2004-9) Notes that the change in either of such percentages or formulas, as applicable, will not result in a Ratings Effect with respect to any Outstanding Class A(2004-9) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

Specification of Required Subordinated Amount and Other Terms. (a) Notwithstanding any provision of Section 2.03 of the Indenture Supplement to the contrary, on any date of determination, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes shall be at least equal to the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-3) Notes. For purposes of this clause, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes as of any date will be an amount equal to, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date: (i) the aggregate Nominal Liquidation Amount of all tranches of Class C Notes which are Outstanding on that date; minus (ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date. (b) (i) For the Class B(2003-3) Notes for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an amount equal to the product of (A) the Adjusted Outstanding Dollar Principal Amount of the Class B(2003- 3) Notes on such date, times (B) the sum of: (x) a fraction, the numerator of which is the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes which are Outstanding on that date, for which the Class A Required Subordinated Amount of Class B Notes is greater than zero and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date; plus (y) the product of: (1) 8.10811%; times (2) a fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date minus the aggregate Class A Required Subordinated Amount of Class B Notes for all tranches of Class A Notes which are Outstanding on that date, and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date. (ii) If an Early Redemption Event with respect...

See All (8)

Specification of Required Subordinated Amount and Other Terms. (a) For the Class A(20__-_) Notes for any date of determination, the Class A Required Subordinated Amount of Class B Notes will be an amount equal to ___________% of (i) prior to the occurrence of a Class A(20__-_) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(20__-_) Notes on such date of determination or (ii) on and after the date on which a Class A(20__-_) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(20__-_) Notes on such date of determination and (2) the Adjusted Outstanding Dollar Principal Amount of the Class A(20__-_) Notes as of the close of business on the day immediately preceding the date on which such Class A(20__-_) Adverse Event shall have occurred. (b) For the Class A(20__-_) Notes for any date of determination, the Class A Required Subordinated Amount of Class C Notes will be an amount equal to ___________% of (i) prior to the occurrence of a Class A(20__-_) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(20__-_) Notes on such date or (ii) on and after the date on which a Class A(20__-_) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(20__-_) Notes on such date of determination and (2) Adjusted Outstanding Dollar Principal Amount of the Class A(20__-_) Notes as of the close of business on the day immediately preceding the date on which such Class A(20__-_) Adverse Event shall have occurred. (c) The Issuer may change the percentages or the formulas set forth in either clause (a) or (b) above without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Class A(20__-_) Notes that the change in either of such percentages or formulas, as applicable, will not result in a Ratings Effect with respect to any Outstanding Class A(20__-_) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

Specification of Required Subordinated Amount and Other Terms. For the Class A(2004-7) Notes for any date of determination, the Class A Required Subordinated Amount of Class B Notes will be an amount equal to 8.47953% of (i) prior to the occurrence of a Class A(2004-7) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-7) Notes on such date of determination or (ii) on and after the date on which a Class A(2004-7) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-7) Notes on such date of determination and (2) the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-7) Notes as of the close of business on the day immediately preceding the date on which such Class A(2004-7) Adverse Event shall have occurred.

Specification of Required Subordinated Amount and Other Terms with Respect to each Series, Class or Tranche of Notes (a) The applicable Indenture Supplement for each Series, Class or Tranche of Notes will specify a Required Subordinated Amount, if any, of each Subordinated Class or Tranche of Notes. (b) The Issuer may change the Required Subordinated Amount, if any, or method of computing such amount, for any Class or Tranche of Notes at any time without the consent of any Noteholders so long as the Note Rating Agency Condition has been satisfied for such Class or Tranche of Notes with respect to the change in the Required Subordinated Amount.

Related to Specification of Required Subordinated Amount and Other Terms

Guarantees, Loans, Advances and Other Liabilities Except as contemplated by this Indenture or the Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.
Notice and Other Indemnification Procedures 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.
Notifications and Other Indemnification Procedures Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Representative (in the case of counsel for the indemnified parties referred to in Section 8(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 8(b) above) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.
Indemnification Obligations Net of Insurance Proceeds and Other Amounts (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.
Award of Construction Contract and Other Future Contracts 6.2.1 A-E is hereby informed that provisions of the Public Contract Code, the Political Reform Act of 1974, other statutes, regulations, and COUNTY policy prohibit, as an impermissible conflict of interest, the award of a contract for the construction of the project(s) on which A-E performed architectural-engineering services under this A-E CONTRACT. A-E is hereby informed that these statutes and regulations could also prohibit the award to A-E of design or other contracts on future phases related to tasks performed by A-E under this CONTRACT. This prohibition applies also to a subcontractor of or parent company of the firm that performed architectural-engineering tasks under this CONTRACT.
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.
FACILITIES, EQUIPMENT AND OTHER MATERIALS Except as otherwise specifically provided in this Agreement, CONTRACTOR shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for performing services pursuant to this Agreement. At COUNTY’s discretion, COUNTY may make equipment or facilities available to CONTRACTOR for CONTRACTOR’s use in furtherance of this Agreement only where a COUNTY Facility or Equipment exhibit is attached to this Agreement identifying the equipment or facilities to be used by CONTRACTOR’s personnel. If COUNTY funds equipment as part of this contract, COUNTY will retain Equipment.
Payment of Taxes and Other Indebtedness Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.
GOVERNING LAW AND OTHER REPRESENTATIONS: DIR Customer [ ] Unit of Texas Local Government hereby certifying that is has statutory authority to perform its duties hereunder pursuant to Chapter , Texas Code. [ X ] Non-Texas State agency or unit of local government of another state hereby certifying that it has statutory authority to enter in to this Interlocal Agreement and perform its duties hereunder pursuant to Idaho Code § 67-2807

Specification of Required Subordinated Amount and Other Terms Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Specification of Required Subordinated Amount and Other Terms